Day One Biopharmaceuticals Inc.

11/07/2025 | Press release | Distributed by Public on 11/07/2025 17:05

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Ramasastry Saira
2. Issuer Name and Ticker or Trading Symbol
Day One Biopharmaceuticals, Inc. [DAWN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1800 SIERRA POINT PARKWAY, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025
(Street)
BRISBANE, CA 94005
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy Common Stock) $16 11/06/2025 D(1)(2) 40,000 (3) 05/25/2031 Common Stock 40,000 $ 0 0 D
Stock Option (right to buy Common Stock) $8.99 11/06/2025 A(1)(2) 40,000 (3) 05/25/2031 Common Stock 40,000 $ 0 40,000 D
Stock Option (right to buy Common Stock) $16 11/06/2025 D(1)(2) 47,581 (3) 05/25/2031 Common Stock 47,581 $ 0 0 D
Stock Option (right to buy Common Stock) $8.99 11/06/2025 A(1)(2) 47,581 (3) 05/25/2031 Common Stock 47,581 $ 0 47,581 D
Stock Option (right to buy Common Stock) $16.29 11/06/2025 D(1)(2) 28,700 (3) 06/20/2032 Common Stock 28,700 $ 0 0 D
Stock Option (right to buy Common Stock) $8.99 11/06/2025 A(1)(2) 28,700 (3) 06/20/2032 Common Stock 28,700 $ 0 28,700 D
Stock Option (right to buy Common Stock) $12.69 11/06/2025 D(1)(2) 37,500 (3) 06/21/2033 Common Stock 37,500 $ 0 0 D
Stock Option (right to buy Common Stock) $8.99 11/06/2025 A(1)(2) 37,500 (3) 06/21/2033 Common Stock 37,500 $ 0 37,500 D
Stock Option (right to buy Common Stock) $13.87 11/06/2025 D(1)(2) 32,335 (3) 05/22/2034 Common Stock 32,335 $ 0 0 D
Stock Option (right to buy Common Stock) $8.99 11/06/2025 A(1)(2) 32,335 (3) 05/22/2034 Common Stock 32,335 $ 0 32,335 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ramasastry Saira
1800 SIERRA POINT PARKWAY, SUITE 200
BRISBANE, CA 94005
X

Signatures

/s/ Charles N. York II, as Attorney-in-Fact 11/07/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On October 7, 2025, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced on November 6, 2025 (the "Effective Date") with a new exercise price of $8.99 (if lower than the original exercise price), the closing price on Nasdaq as of the Effective Date. In order to exercise the repriced options at the new exercise price, the Reporting Person is required to remain in service with the Issuer through the Retention Period; provided that the additional premium payment will not be required if the Reporting Person's service to the Issuer is terminated by reason of death or Disability (as defined in the Company's 2021 Equity Incentive Plan ("the Plan")).
(2) (Continued from Footnote 1) The "Retention Period" commenced on the Effective Date and ends upon the earliest of (i) the 12-month anniversary of the Effective Date and (ii) a Corporate Transaction (as defined in the Plan). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.
(3) The options are fully vested.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Day One Biopharmaceuticals Inc. published this content on November 07, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 07, 2025 at 23:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]